Due Diligence Expenses has the meaning ascribed thereto in Section 3.2.1.
Due Diligence Expenses. For the account of Client/Initial Servicer ACCEPTED AND AGREED: Bank of America, N.A. Applied Materials, Inc. By: ____________________ By: ______________________ Name: __________________ Name: ____________________ Title: _________________ Title: ___________________ Prospective counterparties should conduct a thorough and independent review of the legal, tax and accounting aspects of any proposed transaction to determine its suitability in light of their particular circumstances. Although the indicative information set forth above is reflective of the terms, as of the specified date, under which Bank of America believes a contract might be structured, no assurance can be given that such a contract will in fact be executed.
Due Diligence Expenses means any and all costs, fees, disbursements and expenses incurred by Buyer (or third parties hired or retained by Buyer, including, without limitation, the Lender, engineers, architects, attorneys, and accountants) in connection with their respective due diligence of the Property and each of the Projects, including, without limitation, fees for applications and Commitments from the Lender, the Lender's reasonable attorney's fees, surveys, environmental studies, engineering reports, and appraisals; provided Buyer shall use reasonable efforts to ensure that Buyer's Expenses are not duplicative of any costs and expenses incurred by Seller in connection with this Agreement, including, without limitation, the cost of procuring the Title Commitments, Survey(s), Environmental Reports, Property Inspection Reports, Zoning Letters and similar due diligence items.
Examples of Due Diligence Expenses in a sentence
Reimbursable Due Diligence Expenses may include actual costs incurred by Selling Dealers to review the business, financial statements, transactions, and investments of the Manager to determine the accuracy and completeness of information provided in the Prospectus, the suitability of the investment for their clients and the integrity and management expertise of the Manager and its personnel.
The following provisions of the Agreement shall survive the expiration or earlier termination of this Agreement: Section 3(d) (Dealer-Manager Compensation); Section 3(e) (Reasonable Bona Fide Due Diligence Expenses); Section 5(l) (Dealer-Manager’s Review of Proposed Amendments and Supplements); Section 6(i) (AML Compliance); Section 7 (Indemnification); Section 8 (Contribution); Section 9 (Termination of This Agreement) and this Section 10 (Miscellaneous).
The Dealer Manager shall pay or cause to be paid to or on behalf of AEIS (as directed by AEIS) the amount of any invoice for such Due Diligence Expenses within two weeks of the Dealer Manager’s receipt of such invoice.
The Dealer Manager shall pay or cause to be paid to or on behalf of AEIS (as directed by AEIS) the amount of any Due Diligence Expenses consistent with the language in the Offering Documents, applicable regulations and FINRA rules.
The following provisions of the Agreement shall survive the expiration or earlier termination of this Agreement: Section 3(d) (Dealer-Manager Compensation); Section 3(e) (Reasonable Bona Fide Due Diligence Expenses); Section 6(h) (AML Compliance); Section 7 (Indemnification); Section 8 (Contribution); Section 9 (Termination of This Agreement) and this Section 10 (Miscellaneous).
More Definitions of Due Diligence Expenses
Due Diligence Expenses means any and all reasonable out-of-pocket costs and expenses incurred by Purchaser (or by Seller directly on behalf of Purchaser), including, without limitation, those costs and expenses set forth in Section 2.03, the costs of any new or updated Reports (as defined below), the Survey (as defined below), the Title Commitment (as defined below), and the Title Policy (as defined below) including all endorsements, escrow fees, applicable State and local transfer taxes, document recording fees related to any closing and escrow fees charged by the Title Company (including costs charged by any Title Company branch office). Each party shall be responsible for the payment of the fees and expenses of its respective legal counsel, accountants and other professional advisers. Purchaser shall be solely responsible for any fees or costs related to financing the Property, including any lender’s title insurance policy, mortgage fees or costs or mortgage recording taxes.
Due Diligence Expenses has the meaning set forth in Section 1.05.
Due Diligence Expenses in addition to such sums already funded by Seller, a sum up to $200,000 or such greater amount as the Seller may in the future approve in writing, to reimburse the costs incurred by the Buyer for its due diligence expenses in making the decision to acquire the System and issue the Acquisition Bonds for the Purchase Price.
Due Diligence Expenses a sum up to $200,000 or such greater amount as the Seller may approve in writing, to reimburse the costs incurred by the Buyer for its due diligence expenses in making the decision to acquire the System and issue the Acquisition Bonds for the Purchase Price.
Due Diligence Expenses means third party costs and expenses incurred by the Purchaser in conducting its due diligence review of the Properties, including, without limitation, the reports, investigations, surveys and other information described in Section 2.1 hereof, and the Purchaser’s attorneys’ fees incurred in connection with the preparation and negotiation of the letter of intent between the parties, dated June 22, 2004, and this Agreement, and in connection with matters related thereto. Notwithstanding any contrary provisions hereof, a material misrepresentation or breach of warranty by either or both of the U.S. Sellers, or a default by either or both of the U.S. Sellers in the performance of its or their obligations, under the U.S. Purchase Agreement that entitles the Purchaser to pursue the remedies specified in Section 9.1 of the U.S. Purchase Agreement shall also be deemed to be a default by the Sellers in the performance of their obligations under this Agreement that entitles the Purchaser to pursue the remedies specified in this Section 9.1. Notwithstanding any contrary provisions of this Section 9.1 or any other provisions of this Agreement, the Sellers shall not have any obligations or liabilities to the Purchaser, and the Purchaser hereby waives and releases any and all rights and remedies that it may have against the Sellers, arising under Environmental Laws, whether by direct action or proceeding, impleader, cross-claim or other third party claim, action or proceeding or otherwise.
Due Diligence Expenses in the proportions set forth therein. If and when the Closing occurs, all Due Diligence Expenses shall be credited to the Capital Accounts of the Members in such amounts and proportions as set forth on Exhibit B attached hereto. If, however, the Closing does not occur, then within fifteen (15) days from the date the Closing Date was to occur, the Condor Member and the TWC Member shall true-up all Due Diligence Expenses by funding or reimbursing the other Member such that each Member will bear its Percentage Interest of all Due Diligence Expenses paid by the Members or their Affiliates prior to the Closing Date, such that each Member shall be reimbursed for any Due Diligence Expenses incurred by such Member and set forth on Exhibit B attached hereto, and if the Purchase Agreement Deposit is returned, the Administrative Member will distribute to each Member within three (3) Business Days after the return by wire transfer of immediately available funds the amount of the Purchase Agreement Deposit it funded.
Due Diligence Expenses. For the account of Client/Initial Servicer ACCEPTED AND AGREED: Bank of America, N.A. Universal Forest Products Universal Forest Products, Inc. RMS, LLC By: By: By: ------------------------ ----------------------- ----------------------- Name: Name: Name: ---------------------- --------------------- --------------------- Title: Title: Title: --------------------- -------------------- -------------------- Prospective counterparties should conduct a thorough and independent review of the legal, tax and accounting aspects of any proposed transaction to determine its suitability in light of their particular circumstances. Although the indicative information set forth above is reflective of the terms, as of the specified date, under which Bank of America believes a contract might be structured, no assurance can be given that such a contract will in fact be executed. Purchase Price represents indicative pricing only; the actual Purchase Price shall reflect market conditions at the time of closing.